Posted on April 11, 2022
DredgeWire Reports on Shakeup at Orion
This past week Orion Marine Group unexpectedly separated their long-time CEO Mark Stauffer, issued their Annual Proxy statement, and appointed an interim CEO.
Over the last 12 mos, Orion’s stock price has declined over 50% from approximately $5.50 per share to $2.50.
Recently Orion reported disappointing earnings:
“ In the fourth quarter, our Marine segment had revenues of $73.1 million and adjusted EBITDA of a $5.2 million equating to an adjusted EBITDA margin of 7.1%. That compares with $97.6 million of revenue, adjusted EBITDA of 13.1 million and adjusted EBITDA margin of 13.5% in the prior year periods. The decrease was driven by the decrease volume of work and the under absorption of labor and equipment costs. Our Concrete segment had fourth quarter revenues of $89.2 million, compared to $72.6 million in the fourth quarter of 2020.”
The new interim CEO Shanfelter issued a positive outlook:
“Orion is well positioned for 2022 and we remain confident in our previously stated financial guidance for the year of adjusted EBTIDA in the mid-$30 million range. I have tremendous confidence in our business and am optimistic about the opportunities ahead.”
Here are some highlights.
Info on the new CEO:
AUSTIN J. SHANFELTER
Mr. Shanfelter has been a member of our Board and a Class III director since May 22, 2007 and effective January 1, 2021 became Chairman of the Board of Directors. On April 6, 2022, he was appointed Interim Chief Executive Officer and Interim Chief Financial Officer. He served as Chairman of our Compensation Committee from May 2007 until March 2019, immediately prior to his appointment as our Interim Chief Operating Officer, a position he held until February 2020.
In March 2020, following the end of his service as an interim officer, Mr. Shanfelter was once again appointed to serve as Chairman of our Compensation Committee, a position in which he served until June 1, 2021. Mr. Shanfelter also served as a member of the Nominating and Governance Committee from May 2010 until March 2019, and stepped down as a member of the Compensation Committee effective March 24, 2022. Mr. Shanfelter served as a member of the Board of Directors of MasTec, Inc. (NYSE: MTZ), a publicly traded specialty contractor, and as a special consultant from 2007 to 2008. Mr. Shanfelter served as Chief Executive Officer and President of MasTec from 2001 to 2007. From 2000 to 2001, Mr. Shanfelter was MasTec’s Chief Operating Officer and prior to that role, he was a divisional president of MasTec from 1997 to 2000.
Mr. Shanfelter has been in the telecommunication, power, and specialty construction industry since 1981. Mr. Shanfelter became a member of the Society of Cable Television Engineers in 1982, the National Cable Television Association in 1991, and the Power and Communications Contractors Association (“PCAA”) in 1991, where he served as its President in 2007. Mr. Shanfelter was the majority owner and Chairman of Global HR Research LLC, a pre-employment screening company, from 2008 through 2016. Mr. Shanfelter previously served as a member of the Board of Directors of Sabre Industries, a leading manufacturer of cell and power delivery structures. Mr. Shanfelter is currently serving on the Board of Governors of the National Wrestling Hall of Fame.
Mr. Shanfelter is the current Chairman of Champions4Children, a non-profit organization supporting children in the Fort Meyers, Florida area.
Orion also disclosed its median compensation and the ratio of CEO pay to median employees pay at 35-to-1.
“CEO PAY RATIO DISCLOSURE
We determined that the 2021 annual total compensation of the median compensated of all our employees who were employed as of December 31, 2021, other than our former CEO, Mark R. Stauffer, was $58,138. Mark R. Stauffer’s 2021 annual total compensation as reported in the Summary Compensation Table was $2,032,150; and the ratio of these amounts was 35 to 1. We have a total of 2,406 employees, including temporary employees and independent contractors paid by third parties but excluding Mr. Stauffer.
To identify the median employee, we used a consistently applied compensation measure (“CACM”) of base salary plus overtime, bonuses, and auto allowance for fiscal 2021, annualizing the CACM for those employees hired during 2021.
calculating their own pay.”